Ann: Binding Graphite Offtake Agreement Signed with Traxys, page-83

As far as what is in it for Traxys...for starters, the approx. $300,000 in shares they received from Magnis.

In addition, the (to be approved) $1.3million options of MNS exercisable at $0.60 provides some potential significant return also, especially if Magnis can meet the conditions provided in the agreement. I can confidently say that Tanzanian updates/confirmations, renewed positive BFS, project financing and Nachu construction commencing, will push the SP well above $0.60. The approval process for these options will be undertaken after all these milestones will have (or will not have) been achevied at the next AGM.

The terms of the offtake also can provide Traxsys with confidence for their potential purchasers, ensuring production and supplies can be provided at the required timeframes.

Regarding the Offtake, Traxys allows Magnis to have guaranteed sales. This may be to numerous parties for significantly lower quantities. So rather than trying to negotiate and establish binding offtake with 10 parties for 10,000tpa each, they establish the binding agreement with Traxys. This significantly reduces the risks of each offtake and provides simpler and clearer oversight of the agreement for Magnis and potential financers.

As far as Traxys' arrangements with their clients, Traxys may apply a surcharge or commission to the sale of goods or potentially even negotiate a fixed price with individual purchasers (which may be more favourable). Market price changes depending on the number of processes along the way.

All IMO